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indebtedness that may be incurred by the City, including, but not limited to, <br />general obligation bonds, revenue bonds, revenue anticipation notes, tax <br />increment notes, tax increment bonds, and all other forms of contractual <br />indebtedness of whatsoever nature that is in any way secured or <br />collateralized by sales and use tax revenues of the City. <br />10.Annual Appropriation. Nothing in this Agreement shall be deemed or <br />construed as creating a multiple fiscal year obligation on the part of the City <br />within the meaning of Colorado Constitution Article X, Section 20 or any <br />other constitutional or statutory provision, and the City's obligations <br />hereunder are expressly conditional upon annual appropriation by the City <br />Council, in its sole discretion. Company understands and agrees that any <br />decision of City Council to not appropriate funds for payment shall be <br />without penalty or liability to the City and, further, shall not affect, impair, or <br />invalidate any of the remaining terms or provisions of this Agreement. <br />11. Governing Law: Venue; Dispute Resolution. This Agreement shall be <br />governed and construed in accordance with the laws of the State of <br />Colorado. This Agreement shall be subject to, and construed in strict <br />accordance with, the Louisville City Charter and the Louisville Municipal <br />Code. Any action arising out of, in connection with, or relating to this <br />Agreement shall be filed in the District Court of Boulder County of the State <br />of Colorado and in no other court or jurisdiction. In the event of a dispute <br />concerning any provision of this Agreement, the parties agree that prior to <br />commencing any litigation, they shall first engage in good faith the services <br />of a mutually acceptable, qualified, and experienced mediator, or panel of <br />mediators for the purpose of resolving such dispute. In the event such <br />dispute is not fully resolved by mediation or otherwise within 60 days of a <br />request for mediation by either party, then either party, as their exclusive <br />remedy, may commence binding arbitration regarding the dispute through <br />Judicial Arbiter Group. Judgment on any arbitration award may be enforced <br />in any court of competent jurisdiction. <br />12. Legal Challenge; Escrow. The City shall have no obligation to make any <br />rebate payment hereunder during the pendency of any legal challenge to <br />this Agreement. The parties covenant that neither will initiate any legal <br />challenge to the validity or enforceability of this Agreement, and the parties <br />will cooperate in defending the validity or enforceability of this Agreement <br />against any challenge by any third party. Any funds appropriated for <br />payment under this Agreement shall be escrowed in a separate City <br />account in the event there is a legal challenge to this Agreement. <br />13. Assignment. This Agreement is personal to the Company and the Company <br />may not assign any of the obligations, benefits or provisions of the <br />Agreement in whole or in any part without the express written authorization <br />of the City Council of the City. Any purported assignment, transfer, pledge, <br />or encumbrance made without such prior written authorization shall be void. <br />Page 4 of 5 <br />